The following terms and conditions shall apply when utilizing the products and services offered by Empler AI Inc. or any of its affiliates, including but not limited to the application programming interface, software, tools, developer services, data, documentation, and website (collectively referred to as "Services"). These terms include our Service Terms, Sharing & Publication Policy, Usage Policies, and any other written documentation, guidelines, or policies provided. By using our Services, you acknowledge and accept these terms. Our Privacy Policy outlines how we collect and use personal information.

1. Registration and Account Access

To use the Services, you must be 18 years of age or older and have the legal capacity to enter into a binding contract with Empler AI. If you are using the Services on behalf of another individual or entity, you must have the authority to accept these terms on their behalf. It is your responsibility to provide accurate and complete information when registering for an account. Your access credentials and account should not be shared with any third parties outside of your organization, and you will be held responsible for all activities that occur using your credentials.

2.Usage Requirements

(a) Use of Services. We grant you a non-exclusive right to access and use the Services in accordance with these terms. You are required to comply with these terms and all applicable laws when using the Services. We and our affiliates retain all ownership rights, title, and interest in the Services.

(b) Feedback. We value feedback, comments, ideas, proposals, and suggestions for improvements. If you provide any of these, we may use them without restriction or compensation to you.

(c) Restrictions. You may not:

Use the Services in a way that infringes, misappropriates, or violates the rights of any individual or entity.Reverse engineer, decompile, disassemble, or otherwise attempt to access the source code or underlying components of the models, algorithms, and systems of the Services, except to the extent that such restrictions are prohibited by law.Use the Services to develop large-scale models that compete with Empler AI.Extract data from the Services using any method, including web scraping, web harvesting, or web data extraction methods, except as permitted through the API.Represent that output from the Services was human-generated when it is not.Buy, sell, or transfer API keys without our prior consent.
You are required to comply with any rate limits and other requirements outlined in our documentation. You may use the Services only in geographies currently supported by Empler AI.

(d) Third Party Services. Any third-party software, services, or products that you use in connection with the Services are subject to their own terms, and we are not responsible for third-party products.

3.Content

(a) Your Content. You may provide input to the Services ("Input") and receive output generated and returned by the Services based on the Input ("Output"). Input and Output are collectively referred to as "Content." To the extent permitted by applicable law, you own all Input and, subject to your compliance with these terms, Empler AI assigns to you all its right, title, and interest in the Output. Empler AI may use Content as necessary to provide and maintain the Services, comply with applicable laws, and enforce our policies. You are responsible for ensuring that your Content does not violate any applicable laws or these terms.

(b) Similarity of Generated Content. As a result of the nature of machine learning, Output may not be unique across users, and the Services may generate the same or similar output for Empler AI or third parties. For example, if you input the question "What is the capital of France?" to a model, you may receive the response "Paris." Other users may also ask similar questions and receive the same response. Responses that are requested by and generated for other users are not considered your Content.

(c) Use of Content to Enhance Services. One of the primary advantages of machine learning models is that they can be continually improved over time. To assist Empler AI in providing and maintaining the Services, you agree and authorize us to use Content to develop and enhance the Services. You can learn more about how Content may be used to improve model performance here. If you do not want your Content to be used for this purpose, you may opt out by contacting support@empler.ai with your organization ID. Please note that in some cases, opting out may limit the ability of our Services to better address your specific needs.

(d) Copyright Complaints. If you believe that your intellectual property rights have been violated, please send a notice to the following address: Empler AI Inc. 1401 Pennsylvania Avenue Unit 105 Wilmington, DE 19806 United States / Copyright Agent support@empler.ai

Written claims regarding copyright infringement must include the following information:

A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interestA description of the copyrighted work that you claim has been infringed uponA description of the location on the site where the material that you claim is infringing can be foundYour address, telephone number, and email addressA statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the lawA statement, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

4.Fees and Payments

(a) Fees and Billing. You are required to pay all fees charged to your account ("Fees") according to the prices and terms listed on the applicable pricing page or as otherwise agreed upon in writing between us. We reserve the right to correct any pricing errors or mistakes, even if we have already issued an invoice or received payment. You must provide complete and accurate billing information, including a valid and authorized payment method. We will charge your payment method on an agreed-upon periodic basis, but we may change the date on which the charge is posted. You authorize Empler AI and its affiliates, as well as our third-party payment processor(s), to charge your payment method for the Fees. If your payment cannot be completed, we will provide you with written notice and may suspend access to the Services until payment is received. Fees are payable in US dollars and are due upon invoice issuance. Payments are non-refundable, except as otherwise provided in this agreement.

(b) Taxes. Unless explicitly stated otherwise, Fees do not include federal, state, local, and foreign taxes, duties, and other similar assessments ("Taxes"). You are responsible for paying all Taxes associated with your purchase, except for Taxes based on our net income. We may invoice you for such Taxes. You agree to timely pay these Taxes and provide us with documentation of payment or any other evidence we may reasonably request. The name and address in your account registration will be used as the place of supply for tax purposes, so it is your responsibility to keep this information accurate and up-to-date.

(c) Price Changes. We may change our prices by posting a notice to your account and/or to our website. Price increases will become effective 14 days after they are posted, except for increases made for legal reasons or increases made to Beta Services (as defined in our Service Terms), which will be effective immediately. Any price changes will apply to the Fees charged to your account immediately after the effective date of the changes.

5. Confidentiality, Security and Data Protection

(a) Confidentiality. You may be given access to Confidential Information of Empler AI, its affiliates, and other third parties. You may use Confidential Information only as needed to use the Services as permitted under these terms. You may not disclose Confidential Information to any third party and must protect Confidential Information in the same manner as you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means non-public information that Empler AI or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other non-public business information. Confidential Information does not include information that:

Becomes generally available to the public through no fault of yoursYou already possessed without any confidentiality obligations when you received it under these termsIs rightfully disclosed to you by a third party without any confidentiality obligationsYou independently developed without using Confidential Information

You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority, but only if you give reasonable prior written notice to Empler AI and use reasonable efforts to limit the scope of disclosure, including assisting us in challenging the disclosure requirement where possible.

(b) Security. You are required to implement reasonable and appropriate measures to secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact Empler AI and provide details of the vulnerability or breach.

(c) Processing of Personal Data. If your use of the Services involves the processing of personal data, you must provide legally adequate privacy notices and obtain the necessary consents for the processing of such data, and you represent to us that you are processing such data in accordance with applicable law. If you are governed by the GDPR or CCPA and will be using Empler AI for the processing of "personal data" as defined in the GDPR or "Personal Information," please contact support@empler.ai to execute our Data Processing Addendum.

6. Term and Termination

(a) Termination. These terms become effective when you first use the Services and remain in effect until terminated. You may terminate these terms at any time for any reason by discontinuing the use of the Services and Content. We may terminate these terms for any reason by providing you at least 30 days' advance notice. We may terminate these terms immediately upon notice to you if you materially breach Sections 2 (Usage Requirements), 5 (Confidentiality, Security, and Data Protection), 8 (Dispute Resolution), or 9 (General Terms), if there are changes in relationships with third-party technology providers outside of our control, or to comply with law or government requests.

(b) Effect on Termination. Upon termination, you must stop using the Services and promptly return or, if instructed by us, destroy any Confidential Information. The sections of these terms that by their nature should survive termination or expiration should survive, including but not limited to Sections 3 and 5-8.

7. Indemnification; Disclaimer of Warranties; Limitations on Liability

(a) Indemnity. You must defend, indemnify, and hold us, our affiliates, and our personnel harmless from and against any claims, losses, and expenses (including attorneys' fees) arising from or relating to your use of the Services, including your Content, products or services you develop or offer in connection with the Services, and your breach of these terms or violation of applicable law.

(b) Disclaimer. THE SERVICES ARE PROVIDED "AS IS." EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR-FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

(c) Limitations of Liability. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8. Dispute Resolution

YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:

(a) REQUIRED ARBITRATION. You and Empler AI agree to resolve any disputes or claims related to these terms or our services through binding arbitration. However, you have the option to opt out of this arbitration clause by emailing support@empler.ai within 30 days of accepting these terms or any changes made to this arbitration clause.

(b) Informal Dispute Resolution. We prefer to address any concerns or disputes you may have before proceeding with formal legal action. Therefore, you agree to first attempt to resolve any such disputes informally by contacting us at support@empler.ai with your name, a description of the dispute, and the relief you seek. We will try to resolve the dispute within 60 days. If we are unable to do so, you may then bring a formal proceeding. Any statute of limitations will be paused during the 60-day informal resolution process.

(c) Arbitration Forum. Either party may initiate binding arbitration through ADR Services, a third-party alternative dispute resolution provider. The parties will split the arbitration fees equally. If the arbitrator determines that you cannot afford to pay the arbitration fees and are unable to obtain a waiver, Empler AI will pay them on your behalf. Empler AI will not seek to recover its attorneys' fees and costs in arbitration unless the arbitrator finds that your claim is frivolous.

(d) Arbitration Procedures. The arbitration will be conducted through telephone, written submissions, video conference, or in person in San Francisco, California or at another mutually agreed location. It will be conducted by a single arbitrator through ADR Services, in accordance with its current rules. The arbitrator will have the authority to decide on all issues, including but not limited to the scope, enforceability, and arbitrability of this section. Neither party will disclose the amount of any settlement offer to the arbitrator until after the arbitrator makes a final award, if applicable.

(e) Exceptions. This arbitration clause does not apply to the following claims: (i) individual claims filed in small claims court; and (ii) requests for injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement.

(f) NO CLASS ACTIONS. Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not permitted. If a dispute proceeds in court rather than through arbitration, both parties waive their right to a trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.

(g) Severability. If any part of this Section 8 is found to be illegal or unenforceable, the rest of it will remain in effect. However, if a finding of partial illegality or unenforceability would allow for class or representative arbitration, this Section 8 will be unenforceable in its entirety. This Section does not waive or limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of the claim from the arbitrator.

9. General Terms

(a) Relationship of the Parties. These terms do not create a partnership, joint venture, or agency relationship between you and Empler AI or any of Empler AI's affiliates. Both you and Empler AI are independent contractors, and neither party has the authority to bind the other or to incur obligations on behalf of the other without the other party's prior written consent.

(b) Use of Brands. You may not use Empler AI’s or any of its affiliates’ names, logos, or trademarks, without our prior written consent.

(c) Assignment and Delegation. You may not assign or delegate any rights or obligations under these terms, including in the event of a change of control. Any attempt at assignment or delegation will be invalid. We may assign these terms in connection with a merger, acquisition, or sale of all or substantially all of our assets, or to any affiliate or as part of a corporate reorganization.

(d) Modifications. We may make changes to these terms by posting a revised version on the website, or if an update materially affects your rights or obligations under these terms, we will notify you by emailing the email associated with your account or providing an in-product notification. Changes will take effect no earlier than 30 days after we notify you. All other changes will be effective immediately. Your continued use of the Services after any change means you accept such change.

(e) Notices. All notices must be in writing. We may notify you using the registration information you provided or the email address associated with your use of the Services. Notice will be deemed received on the date of receipt if delivered by email or on the date sent via courier if delivered by post. Empler AI can be served with legal process at this address: Empler AI Inc., 1401 Pennsylvania Avenue Unit 105 Wilmington, DE 19806 United States, attn: support@empler.ai.

(f) Waiver and Severability. If you do not comply with these terms and Empler AI does not take immediate action, this does not mean Empler AI is waiving any of its rights. Unless specified in Section 8, if any part of these terms is found to be invalid or unenforceable by a competent court, it will be enforced to the maximum extent possible, and it will not affect the enforceability of any other terms.

(g) Export Controls. The Services may not be used in or for the benefit of, exported, or re-exported (a) into any countries under a U.S. embargo (collectively, the "Embargoed Countries") or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals, any other restricted party lists (current or future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists. You represent and warrant that you are not located in any Embargoed Countries and not on any such restricted party lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly.

(h) Equitable Remedies. You acknowledge that if you violate or breach these terms, it may cause irreparable harm to EmplerAI and its affiliates, and Empler AI shall have the right to seek injunctive relief in addition to any other legal remedies.

(i)Using your company as a reference. Empler AI can share your company logo, name, and what you use Empler AI for on the homepage with visitors. If you do not want your company's logo, name, or what you use Empler AI for to be shared with visitors. Give written notice to support@empler.ai. Your information on the homepage will be removed within 30 days after your notification.

(j) Entire Agreement. These terms and any policies incorporated in these Terms constitute the entire agreement between you and EmplerAI regarding the use of the Services and, other than any service-specific terms of use or any applicable enterprise agreements, supersede any prior or contemporaneous agreements, communications, or understandings between you and EmplerAI on that subject.
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(k) Jurisdiction, Venue, and Choice of Law. These Terms will be governed by the laws of the State of Delaware, excluding Delaware’s conflicts of law rules or principles. Except as provided in the “Dispute Resolution” section, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of Wilmington County, Delaware, U.S